UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Invitation Homes Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of Annual Meeting

and

Proxy Statement

20202021 Annual Meeting of Stockholders

May 20, 202018, 2021

Dear Fellow Stockholders:

On behalf of the Board of Directors of Invitation Homes Inc., I invite you to attend our 20202021 annual meeting of stockholders (the “Annual Meeting”) at 4:00 p.m., Central time, on Wednesday,Tuesday, May 20, 2020.18, 2021. Due to the continuing public health impact of the coronavirus outbreak(COVID-19) and to support the health and well-being of our stockholders and associates, thepandemic, this year’s Annual Meeting will be held in a virtual meeting, format only and will be conducted via live audio webcast. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting via a live audio webcast by visiting www.virtualshareholdermeeting.com/INVH2020.INVH2021. Further details about how to attend the Annual Meeting and submit questions, and information on the business to be conducted at the Annual Meeting are included in the accompanying Notice of 2021 Annual Meeting of Stockholders and Proxy Statement.

In accordance with the Securities and Exchange Commission rules allowing companies to furnish proxy materials to their stockholders over the Internet, we have sent most of our stockholders of record at the close of business on March 25, 202023, 2021 a Notice of Internet Availability of Proxy Materials on or about April 7, 2020.6, 2021. The notice contains instructions on how to access our Proxy Statement and Annual Report and vote online. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice, as well as in the attached Proxy Statement.

Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting.

Your vote is important to us. Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted. You may vote your shares on the Internet, by telephone or by completing, signing and promptly returning a proxy card, or you may vote via the Internet at the Annual Meeting. Each of these options will ensure that your shares will be represented and voted at the Annual Meeting.

On behalf of the Board of Directors and employeesassociates of Invitation Homes Inc., we appreciate your continued support.

Sincerely,

Dallas B. Tanner

President and Chief Executive Officer

April 7, 20206, 2021

Notice of 20202021 Annual Meeting of Stockholders

ITEMS OF BUSINESS:

The Proxy Statement following this Notice of Annual Meeting of Invitation Homes Inc., a Maryland corporation, describes these matters in detail. We have not received notice of any other proposals to be presented at the Annual Meeting.

RECORD DATE:

The Board of Directors of Invitation Homes Inc. established the close of business on March 25, 202023, 2021 as the record date for the Annual Meeting. Accordingly, holders of record of our common stock at the close of business on that date are entitled to notice of, and to vote at, the Annual Meeting and any postponements or adjournments of the meeting.

VOTING BY PROXY:

To ensure your shares are voted, you may vote your shares over the Internet, by telephone or by requesting a proxy card to complete, sign and return by mail. If your shares are held by a broker, bank or other nominee, please follow their instructions to authorize your proxy.

By Order of the Board of Directors of Invitation Homes Inc.,

Mark A. Solls

Executive Vice President,

Chief Legal Officer and Secretary

Dallas, Texas

April 7, 20206, 2021

This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about April 7, 2020.6, 2021.

TABLE OF CONTENTS

PROXY STATEMENT

April 7, 20206, 2021

GENERAL INFORMATION

Why am I receiving these materials?

This Proxy Statement and related proxy materials are first being made available to stockholders of Invitation Homes Inc., a Maryland corporation (“Invitation Homes,” the “Company,” “we,” “our” or “us”) on or about April 7, 2020,6, 2021, for use at our 20202021 annual meeting of stockholders (the “Annual Meeting”) to be held on Wednesday,Tuesday, May 20, 2020,18, 2021, at 4:00 p.m., Central time, and any adjournments or postponements thereof. This year’s Annual meetingMeeting will be a completely “virtual”virtual meeting of stockholders. You are invited to attend the virtual Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/INVH2020.INVH2021. Proxies are being solicited by the Board of Directors of the Company (the “Board”) to give all stockholders of record at the close of business on March 25, 202023, 2021 (the “Record Date”) an opportunity to vote on matters properly presented at the Annual Meeting. The mailing address of our principal executive offices is Invitation Homes Inc., 1717 Main Street, Suite 2000, Dallas, Texas 75201.

What am I voting on?

There are three proposals to be considered and voted on at the Annual Meeting:

Who is entitled to vote?

Stockholders as of the close of business on the Record Date may vote at the Annual Meeting or any postponement or adjournment thereof. As of the Record Date, there were 543,767,445shares567,650,321shares of our common stock outstanding. You have one vote for each share of common stock held by you as of the Record Date, including shares:

What constitutes a quorum?

The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting will constitute a quorum to transact business at the Annual Meeting. Stockholders who properly authorize a proxy but who instruct their proxy holder to abstain from voting on one or more matters are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by “brokernon-votes,” described below, that are present and entitled to vote at the Annual Meeting will be counted for purposes of determining a quorum.

What is a “brokernon-vote”?

A brokernon-vote occurs when shares held by a broker, bank or other nominee are not voted with respect to a proposal because (1) the broker, bank or other nominee has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker, bank or other nominee lacks the authority to vote the shares at his/her discretion. Under current New York Stock Exchange (“NYSE”) interpretations that govern brokernon-votes, Proposals 1 and 3 are considerednon-discretionary matters, and a broker, bank or other nominee will lack the authority to vote shares at his/her discretion on such proposals. Proposal 2 is considered a discretionary matter and a broker, bank or other nominee will be permitted to exercise his/her discretion. This means that, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other nominee, your shares will not be voted on Proposals 1 and 3 but may be voted on Proposal 2 in the discretion of your broker, bank or other nominee.

How many votes are required to approve each proposal?

With respect to the election of directors (Proposal 1), under our Bylaws, directors are elected by a plurality vote, which means that the director nominees with the greatest number of votes cast, even if less than a majority, will be elected. There is no cumulative voting in the election of directors.

With respect to the ratification of our independent registered public accounting firm (Proposal 2), and the approval, in anon-binding advisory vote, of the compensation paid to our named executive officers (Proposal 3), under our Bylaws, approval of each proposal requires a majority of the votes cast.

How are votes counted?

With respect to the election of directors (Proposal 1), you may vote “FOR” or “WITHHOLD” with respect to each nominee. Votes that are “withheld” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director, because directors are elected by plurality voting. Brokernon-votes will not affect the outcome of this proposal.

With respect to the ratification of our independent registered public accounting firm (Proposal 2), you may vote “FOR,” “AGAINST” or “ABSTAIN.” For Proposal 2, abstentions will not affect the outcome of this proposal; however, as this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal.

With respect to the approval, in anon-binding advisory vote, of the compensation paid to our named executive officers (Proposal 3), you may vote “FOR,” “AGAINST” or “ABSTAIN.” For Proposal 3, abstentions and brokernon-votes will not affect the outcome of this proposal.

If you sign and submit your proxy card without voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to the proposals and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon.

Who will count the votes?

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspectors of election.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares as set forth below:

How do I vote my shares without attending the Annual Meeting?

Your vote is important and we encourage you to vote promptly. If you are a stockholder of record, you may vote your shares in the following ways:

By Internet—If you have Internet access, you may vote by going towww.proxyvote.comand by following the instructions on how to complete an electronic proxy card. You will need the control number included on your proxy card in order to vote by Internet.

By Telephone—If you have access to a touch-tone telephone, you may vote by dialing1-800-690-6903 and by following the recorded instructions. You will need the control number included on your proxy card in order to vote by telephone.

By Mail—You may vote by mail by completing, signing and dating the enclosed proxy card where indicated and by mailing or otherwise returning the card in the envelope that has been provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your broker, bank, or other nominee on how to submit voting instructions.

Internet and telephone voting facilities will close at 11:59 p.m. Eastern time on May 19, 2020,17, 2021, and mailed proxy cards must be received no later than May 19, 2020.17, 2021.

When and where will the Annual Meeting be held?

Our Annual Meeting will be held at 4:00 p.m., Central time, on Wednesday,Tuesday, May 20, 2020,18, 2021, via live audio webcast, online at www.virtualshareholdermeeting.com/INVH2020.INVH2021. For information on how to attend the virtual Annual Meeting, see “How“General Information—How do I attend and vote my shares at the virtual Annual Meeting.”

How do I attend and vote my shares at the virtual Annual Meeting?

Our Board of Directors considers the appropriate format of the stockholder meeting on an annual basis. In light of the continuing public health concerns due to theCOVID-19 outbreakpandemic and to support the health and well-being of our stockholders and associates, thethis year’s Annual Meeting will be held in a virtual meeting, format only and will be conducted via live audio webcast. You may attend the Annual Meeting via the Internet. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/INVH2020.INVH2021. If you virtually attend the Annual Meeting, you can vote your shares electronically, and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/INVH2020.INVH2021. A summary of the information you need to attend the Annual Meeting via the Internet is provided below:

Whether you plan to attend the Annual Meeting or not, we encourage you to vote in advance over the Internet, by telephone or mail so that your vote will be counted if you do not vote at the Annual Meeting.

Will I be able to participate in the virtual Annual Meeting on the same basis I would be able to participate in a live annual meeting?

As noted above, due to the continuing public health impact of the COVID-19 outbreak, pandemic, this year’s Annual Meeting will be held as a virtual-only meeting. The online meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost.

Stockholders at the virtual-only meeting will have the same rights as at an in-person meeting, including the rights to vote and ask questions at the Annual Meeting. We designedbelieve that hosting a virtual meeting provides expanded access, improved communication and cost savings for our stockholders and the Company. You may vote during the Annual Meeting by following the instructions that will be available on the Annual Meeting website at www.virtualshareholdermeeting.com/INVH2021 during the Annual Meeting.

In addition, the virtual format allows stockholders to ask questions of our Board or management during the live Q&A session of the onlineAnnual Meeting. At that time, we will answer questions as they come in, to the extent relevant to the business of the Annual Meeting, to ensure that our stockholders who attend ouras time permits. In the event any pertinent questions cannot be answered during the Annual Meeting due to time constraints, such questions and management’s answers will be made publicly available on our investor relations website promptly after the virtual Annual Meeting. If there are matters of individual concern to a stockholder and not of general concern to all stockholders, we provide an opportunity for stockholders to contact our investor relations department separately at (844) 456-INVH (4684) or ir@invitationhomes.com.

How can I ask questions at the virtual Annual Meeting?

If you wish to submit a question during the Annual Meeting, log into the Annual Meeting website at www.virtualshareholdermeeting.com/INVH2021, type your question into the “Ask a Question” field, and click “Submit.” As noted above, we will answer questions as they come in, to the extent relevant to the business of the Annual Meeting, as time permits. Consistent with our prior annual meetings, we kindly ask stockholders not to ask more than one question to allow us to answer questions from as many stockholders as possible. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together. Off-topic, personal or other inappropriate questions will not be answered.

To be sure that all stockholders are afforded the same rights and opportunities to participate as they would at anin-person meeting, all of our Board members and executive officers are expected to enhance stockholder access, participation and communication through online tools. We will takejoin the following steps to ensure such an experience:Annual Meeting. If you

providing stockholders with

want to participate in our Annual Meeting, but cannot submit your question using the abilityAnnual Meeting website, please contact our investor relations department at (844) 456-INVH (4684) or ir@invitationhomes.com for accommodations.

What can I do if I need technical assistance during the virtual Annual Meeting?

If you encounter any difficulties accessing or participating in the Annual Meeting, please call the technical support number that will be posted on the Annual Meeting log-in page at www.virtualshareholdermeeting.com/INVH2021. Technicians will be available to submit appropriate questions real-timeassist you.

If I can’t participate in the live Annual Meeting webcast, can I listen to it later?

The Annual Meeting will be recorded. A webcast playback will be available to the public at www.virtualshareholdermeeting.com/INVH2021 within approximately 24 hours after the completion of the Annual Meeting. No one attending the Annual Meeting via the meeting website, limiting questionswebcast or telephone is permitted to one per stockholder unless time otherwise permits; anduse any audio recording device.

PROPOSAL NO. 1—ELECTION OF DIRECTORS

Introduction

At present, the number of directors that comprise our Board is 12.11. At the recommendation of the Nominating and Corporate Governance Committee, effective as of the Annual Meeting the Board set the number of directors that will comprise our Board at 11. At10. Our Board has considered, and at the recommendation of the Nominating and Corporate Governance Committee, our Board has considered and nominated each of the following nominees for aone-year term expiring at our annual meeting of stockholders to be held in 20212022 (the “2021“2022 Annual Meeting”) or until his or her successor is duly elected and qualifies or until his or her earlier death, resignation, retirement, disqualification or removal: Bryce Blair, Jana Cohen Barbe, Richard D. Bronson, Michael D. Fascitelli, Jeffrey E. Kelter, Joseph D. Margolis, John B. Rhea, J. Heidi Roizen, Janice L. Sears, William J. Stein, and Dallas B. Tanner. Action will be taken at the Annual Meeting for the election of these nominees.

Our Board did not nominate Kenneth A. Caplan, Robert G. Harper, On March 29, 2021, Mr. Bryce Blair, a current member and Barry S. Sternlicht, current membersChairperson of our Board, toinformed the Company that he would not stand forre-election to our Board when theirhis current term expires at the Annual Meeting. We are grateful to have benefittedbenefited from theirMr. Blair’s expertise, valuable business insights and strong commitment to Invitation Homes and our stockholders. Mr. Sternlicht has agreed to serve as an advisor to the Board following the completion of his term as a director. Mr. Sternlicht will receive no compensation for his services.

The Board, upon recommendation of the Nominating and Corporate Governance Committee, has nominated Joseph D. Margolis and J. Heidi Roizen as new director nominees to serve on our Board. Both candidates are excellent additions to the Board, further enhancing the diversity of backgrounds and expertise in the boardroom. Mr. Margolis was identified and presented to the Nominating and Corporate Governance Committee for consideration by a third-party search firm. Ms. Roizen was presented to the Nominating and Corporate Governance Committee for consideration by a currentnon-employee director. Their elections were informed by the Board’s continued focus on its composition and its annual evaluation process, which ensures the appropriate balance of skills, diversity, experience and tenure in light of our business needs. See “Director Nomination Process” below for more information on our director nomination process. All of the nominees have indicated that they will be willing and able to serve as directors, but, if any of them should decline or be unable to act as a director, the individuals designated in the proxy cards as proxies will exercise the discretionary authority provided to vote for the election of such substitute nominee selected by our Board, unless the Board alternatively acts to reduce the size of the Board or maintain a vacancy on the Board in accordance with our Bylaws. The Board has no reason to believe that any such nominees will be unable or unwilling to serve.

In connection withWe believe that our initial public offeringdirector nominees bring an extraordinary wealth of experience, skills and backgrounds to the Board. Our Board plays a key role in January 2017 (the “IPO”), we entered into a stockholders agreement with affiliates of The Blackstone Group L.P. (collectively, “Blackstone”), which agreement was amendedguiding the vision, mission and restated in connection with our merger (the “Merger”) with Starwood Waypoint Homes (“SWH”) in November 2017 (as amended and restated, the “Stockholders Agreement”). The Stockholders Agreement required us to nominate a number of individuals designated by Blackstone for election as our directors at any meetingstrategic direction of our stockholders, based onCompany. Their individual and collective expertise is essential to the percentage of Blackstone’s beneficial ownership of the outstanding sharesexecution of our common stock. Following the sale by Blackstone of all of its shareslong-term strategy and achievement of our common stockvision of becoming the premier choice in November 2019, the Stockholders Agreement, including the provisions relatinghome leasing. Learn more about each nominee to our Board under “—Nominees for Election to the nominationBoard of directors, is no longerDirectors in effect.2021.”

Director Nominees’ Snapshot

Director Nominees’ Collective Skills

Real Estate Our real estate and single family rental industry expertise is core to our success. We benefit from directors sharing their experience in real estate development, operations and investments, and providing valuable guidance on real estate finance and capital markets.				Investment Our approach to investment and asset management requires a Board with expertise to provide sound oversight and guide our real estate finance and investment strategies.
Operations With our operations spanning a diverse mix of markets, suppliers, contractors and partners – we benefit from directors who have successfully led complex operations and can help us optimize our business model.				Financial / Banking As a fast growing company with a vast financial footprint, it is essential that we have directors with strong financial acumen and experience.
Risk Management Risk management experience is a vital perspective on our Board, enabling us to effectively monitor, manage and ultimately mitigate various forms of risk we face in our business.				Corporate Governance / Regulatory Substantive corporate governance and regulatory experience on our Board offers us insight into the best governance practices and the regulatory environment of the jurisdictions in which we operate and provides leadership in strategic implementation of diversity, sustainability and other aspects of corporate social responsibility.
Strategic Our dynamic operations require a Board with strong strategic insights gained through multi-faceted and challenging prior experiences.				Active Executive / Robust Business Experience As a fast growing company leading the single-family industry, we require a Board well-versed in navigating complexity and capitalizing on business opportunities to further our innovation and growth.

Nominees for Election to the Board of Directors in 20202021

The following information describes the offices held, other business directorships and the term of service of each director nominee. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below. The biographical description for each nominee below includes the specific experience, qualifications, attributes and skills that led to the conclusion by the Board that such person should serve as a director.

Mr. BlairFascitelli has served as the Chairperson ofon our Board since November 2017. Prior to the merger (the “Merger”) with Starwood Waypoint Homes (“SWH”) in November 2017, from January 2016 to November 2017, Mr. Fascitelli served on the Board of SWH and, from January 20172014 to November 2017 as our Executive Chairperson. Prior to our IPO, Mr. BlairJanuary 2016, served on the boardsBoard of our predecessor entities, Invitation Homes L.P.Starwood Waypoint Residential Trust (“SWAY”), Preeminent Holdings Inc., Invitation Homes 3 L.P., Invitation Homes 4 L.P., Invitation Homes 5 L.P.SWH’s predecessor. Since June 2013, Mr. Fascitelli has been the owner and Invitation Homes 6 L.P. (collectively, the “IH Holding Entities”) since September 2013principal of MDF Capital LLC, a private investment firm. Mr. Fascitelli is also a co-founder and a Managing Partner of Imperial Companies, a real estate investment and development company. Mr. Fascitelli has served as Executive Chairperson thereof since November 2014. Mr. Blair currently serves as the Chairmanmember of the Board of PulteGroup, Inc.Trustees of Vornado Realty Trust (NYSE: PHM), oneVNO) since 1996. He served as the President of the largest home builders in the U.S. Additionally, he serves on the Board of Regency Centers Corp. (NYSE: REG), one of the largest owners of shopping centers in the U.S., where he chairs the NominatingVornado Realty Trust from 1996 to April 2013 and Corporate Governance Committee. Mr. Blair also currently serves on the Advisory Board of the Boston College Center for Real Estate and Urban Action and the Advisory Board of Home Start, anon-profit focused on ending homelessness in the greater Boston area. Mr. Blair is the former Chairman andits Chief Executive Officer from May 2009 to April 2013. Mr. Fascitelli served as the President of AvalonBay Communities,Alexander’s Inc. (“AvalonBay”) (NYSE: AVB), a real estate investment trust (“REIT”) focused onand an affiliate of Vornado Realty Trust, from December 1996 to April 2013. Prior to joining Vornado Realty Trust in 1996, Mr. Fascitelli was a partner at Goldman Sachs & Co., an investment banking firm, in charge of its real estate practice since 1992. Mr. Fascitelli also serves as a Co-Chairman of the development,board of directors of Radius Global Infrastructure, Inc. (NASDAQ: RADI), one of the largest international aggregators of rental streams underlying wireless sites through the acquisition and management of multifamily housing throughoutground, tower, rooftop and in-building cell site leases, and as the U.S.chairman of the investment committee and a board member of Quadro Partners Inc. (formerly Cadre), where he served as Chief Executive Officer from 2001 to 2012 and Chairman from 2002 through 2013. Prior to his role as Chief Executive Officer and Chairman, he served as AvalonBay’s President, Chief Operating Officer, Chief Investment Officer and Senior Vice President of Development, Acquisitions and Construction. Prior to the formation of Avalon Properties in 1993, Mr. Blair was a Partner with Trammell Crow Residential. Mr. Blair also previously servedreal estate technology company. He serves as a Senior Advisor to McKinseyboard member of Child Mind Institute, The Rockefeller University, Urban Land Institute and Co.University of Rhode Island Foundation. Mr. Fascitelli is a former Commissioner of the Port Authority of New York and asNew Jersey and a part time faculty member at Boston College. Mr. Blair is the past Chairman of the National Association ofWharton Real Estate Investment Trusts (“Nareit”),Center where he also served on the Executive Committee and on the Board of Governors. He is a past member of the Urban Land Institute, where he served as a Trustee and was past chairman of the Multi-Family Council. Mr. Blair is a past member of the Young Presidents Organization and a former member of the World Presidents Organization.executive committee.

Our Board considered Mr. Blair’s experienceFascitelli’s long and successful track record in real estate development and investment,various leadership roles including his having spent over 10 yearsexecutive experience as chairmanPresident and chief executive officer of a public REIT, experience managing day to day operations and preparation and review of complex financial reporting statements as Chief Executive Officer of AvalonBay Communities, Inc., his experience as the Chairman of NareitVornado Realty Trust and his prior director positions.extensive knowledge of and experience in the real estate industry, which the Board believes provide us with valuable experience and insight.

Mr. Tanner has served as our President and Chief Executive Officer (CEO) and a Board member since January 2019. As a founding member of our business, Mr. Tanner has been at the forefront of creating the single-family rental industry. Since the founding of Invitation Homes in April 2012, he has served as Executive Vice President and Chief Investment Officer, and from August 2018 to January 2019 as Interim President. Prior to our IPO in February 2017, heHe served on the boards of the IHholding entities that owned our business prior to our initial public offering (“IPO”) in February 2017 (the “IH Holding Entities.Entities”). Mr. Tanner has almost 20 years of real estate experience through the establishment of numerous real estate platforms. In 2005, he founded Treehouse Group, for which he privately sourced funds for platform investments, including single-family rental homes, multifamily properties, manufactured housing, residential land, bridge financing and property management. Mr. Tanner continues to be involved in Treehouse Group’s interest in Pathfinder Ventures, a Southwest-focused commercial real estate fund. In addition, he was a partner in a successful acquisition of First Scottsdale Bank of Arizona. Mr. Tanner served on the Maricopa County (Arizona) Flood Control Board and on the advisory board of First Scottsdale Bank. He is actively involved in American Indian Services and served as a missionary in the Netherlands and Belgium.

Our Board considered Mr. Tanner’s extensive hands-onexperience in real estate investment, including the establishment of numerous real estate platforms, and as a founding member of our business, experience managingday-to-day operations of our Company and his prior executive positions. Mr. Tanner’s role as our President and CEO brings management perspective to Board deliberations and provides valuable information about the status of ourday-to-day operations.

Ms. Barbe joined our Board in November 2018. Ms. Barbe is a senior partner at Dentons, the world’s largest law firm, where she has also served as the first Global Vice Chair from the U.S. Region and the former Chair of both the Financial Institutions and Real Estate Sectors. Ms. Barbe spent her career advising financial institutions and insurance companies on highly sophisticated tax advantaged and social investing. Ms. Barbe serves as a director of The Boler Company, a family office with operations across the globe in manufacturing, real estate and other holdings, including Hendrickson International, the world’s leading manufacturer and supplier of medium- and heavy-duty truck suspensions, axel systems and related components for global transportation industry. Ms. Barbe is also the Chief Executive Officer of Henley Farms, Inc., her family’s thoroughbred breeding business based in Lexington, Kentucky. An impassioned advocate for women, Ms. Barbe is the Chairman of the Board of Advisors of Catalyst, Inc. Equally committed to her community, Ms. Barbe is a past Chairman of the Board of Thresholds, Illinois’ oldest and largest provider of supportive affordable housing.

Our Board considered Ms. Barbe’s real estate and finance background, including chairing Dentons’ Real Estate Practice and Financial Institutions Sector, her expertise in transactional, operational and herregulatory matters and strategic vision and her risk management experience, which are a complement to the skills and qualifications of our directors.

Mr. Bronson has served on our Board since November 2017. Prior to the Merger, with SWH in November 2017, from January 2016 to November 2017, Mr. Bronson served on the Board of SWH and, from January 2014 to January 2016, served on the Board of Starwood Waypoint Residential Trust (“SWAY”), SWH’s predecessor.SWAY. Mr. Bronson has been the Chief Executive Officer of The Bronson Companies, LLC, a real estate development company, since 2000 and has been involved in the development of several shopping centers and office buildings throughout the U.S. Mr. Bronson currently serves on the Board and as a Lead Director and the Chair of the Compensation Committee of the board of trustees of Starwood Property Trust, Inc. (NYSE: STWD) and was previously a director of TRI Pointe Group, Inc. (NYSE: TPH) and Mirage Resorts Inc. (NYSE:MRI). Additionally, he is currently on the board of directors of Starwood Real Estate Income Trust. He also previously served as President of New City Development, an affiliate of Mirage Resorts Inc., where he oversaw many of the company’s new business initiatives and activities outside Nevada, and was Vice President of the International Council of Shopping Centers, an association representing 50,000 industry professionals in more than 80 countries. Mr. Bronson currently serves on the Advisory Board of the Neurosurgery Department at UCLA Medical Center.

Our Board considered Mr. Bronson’s governance expertise, his corporate and board experience and knowledge in the real estate industry, which the Board believes provides us with valuable insight into potential investments and the current state of the real estate markets.

Mr. Fascitelli has served on our Board since November 2017. From January 2016 to November 2017, Mr. Fascitelli served on the Board of SWH and, from January 2014 to January 2016, served on the Board of SWAY. Since June 2013, Mr. Fascitelli has been the owner and principal of MDF Capital LLC, a private investment firm. Mr. Fascitelli is also aco-founder and a Managing Partner of Imperial Companies, a real estate investment and development company. Mr. Fascitelli has served as member of the Board of Trustees of Vornado Realty Trust (NYSE: VNO) since 1996. He served as the President of Vornado Realty Trust from 1996 to April 2013 and its Chief Executive Officer from May 2009 to April 2013. Mr. Fascitelli served as the President of Alexander’s Inc., a real estate investment trust and an affiliate of Vornado Realty Trust, from December 1996 to April 2013. Prior to joining Vornado Realty Trust in 1996, Mr. Fascitelli was a partner at Goldman Sachs & Co., an investment banking firm, in charge of its real estate practice since 1992. Mr. Fascitelli also serves as the chairman of the investment committee and a board member of Quadro Partners Inc. (formerly Cadre), a real estate technology company. He serves as a board member of Child Mind Institute, The Rockefeller University, Urban Land Institute and University of Rhode Island Foundation. Mr. Fascitelli is a former Commissioner of the Port Authority of New York and New Jersey and a past Chairman of the Wharton Real Estate Center where he served on the executive committee.

Our Board considered Mr. Fascitelli’s executive experience as President and Chief Executive Officer of Vornado Realty Trust and his extensive knowledge of and experience in the real estate industry, which the Board believes provide us with valuable experience and insight.

Mr. Margolis is the Chief Executive Officer of Extra Space Storage, Inc. (NYSE: EXR). He held this position since January 1, 2017. Previously, he served as Executive Vice President and Chief Investment Officer of Extra Space Storage, Inc. from July 2015 until December 31, 2016. Mr. Margolis served as a member of the board of directors of Extra Space Storage, Inc. from February 2005 until July 2015. From 2011 until July 2015, he was Senior Managing Director and Partner at Penzance Properties, a vertically integrated owner, operator and developer of office and other properties in the Washington, D.C. metro area. Previously, Mr. Margolis was aco-founding partner of Arsenal Real Estate Funds, a private real estate investment management firm, from 2004 through 2011. Before forming Arsenal in 2004, from 1992 to 2004, Mr. Margolis held senior positions at Prudential Real Estate Investors in portfolio management, capital markets and as General Counsel. Before that, Mr. Margolis worked for The Prudential Insurance Company of America asin-house real estate counsel from 1988 through 1992, and as a real estate associate at the law firm of Nutter, McClennen & Fish from 1986 through 1988.

Our Board considered Mr. Margolis has been nominated to our Board based on hisMargolis’ extensive finance and real estate experience and his experience as a senior executive experience in dealing with complex management, financial, risk assessment, business and governance issues, which the Board believes enablesenable him to provide us with business leadership and financial expertise.

Our Board considered Mr. Rhea’s significant experience in our industry, including in development and regulation and his prior senior positions at real estate companies and regulatory bodies, including as Chairman and CEO of the New York City Housing Authority, and other companies. The Board also considered Mr. Rhea’s extensive experience in the investment banking industry.

Ms. Roizen has been a partner with leading venture capital firm Threshold Ventures (formerly DFJ Ventures) since 2012 and serves as a board director for privately held portfolio companies Planet, Zoox, Memphis Meats and Polarr. Ms. Roizen is also a member of the board of directors of DMGT, a public global media and information services company (LSE: DMGT). She alsoco-leads the Threshold Venture Fellows program in the Engineering Department at Stanford University and serves on the Advisory Council of Stanford’s Institute for Human-Centered Artificial Intelligence. Among her past activities, Ms. Roizen has been a partner at DFJ and Mobius Venture Capital from 1999 to 2006, and has served as a member of the Board of Directors of the National Venture Capital Association, where she served on the Executive Committee, chaired the annual conference and chaired the Public Outreach committee. She has served on numerous private and public company boards, including TiVo (NASDAQ: TIVO) and Great Plains Software (was NASDAQ: GPSI until it was acquired by Microsoft). Before becoming a venture capitalist, Ms. Roizen served as Vice President of World Wide Developer Relations for Apple. Ms. Roizen started her career as an early Silicon Valley pioneer,co-founding software company T/Maker in 1983 and serving as its CEO for over a decade until its acquisition by Deluxe Corporation (NYSE: DLX) in 1994. During that time, she also served on the Board of Directors and as president of the Software Publishers Association (now the Software Industry and Information Association—SIIA).

Ms. Sears has served on our Board since January 2017. Ms. Sears servespreviously served as Director andindependent director, Audit Committee ChairpersonChair of Essex Property Trust (NYSE: ESS), a real estate investment trust thatwhich owns multifamily properties. She is also Director, formermulti-family rental properties, independent director, Board Chair of The Swig Company, an owner of large office properties, in New York and California. Ms. Sears was Director,independent director, Audit Chair of BiomedBioMed Realty Trust, Inc. until its salea life-sciences owner, sold to Blackstone Real Estate in early 2016. She also served on the board ofas independent director and Advisor to Helix RE, a real estate software startup until late 2019. Untilstartup. Prior to 2009, Ms. Sears held the position of Managing Director, Western Region Head in the Real Estate Investment Banking Group at Banc of America Securities. Concurrently, as the San Francisco Market President for Bank of America, she managed a senior leadership team, deepening relationships with nonprofits and local governments. Prior to 1988, Ms. Sears was a Real Estate Economist at both Chemical Bank and Citicorp in New York. Ms. Sears’ activities have included G100, West Audit Committee Network, Nareit, Urban Land Institute,ULI, NACD, WOB, and NACD and sheAthena Alliance.    She is a frequent speaker including at both Harvard and Columbia Business Schools. Ms. Sears was named ‘Forever Influential’ by SF Business Times and inducted into the Allen Matkins Hall of Fame and gained annual recognition by Bisnow’s Bay Area Power Women, among other awards. Ms. Sears is active philanthropically both on boards and spending time in the community including with Compass Family Services, Meals on Wheels, tutoring at the Marina Middle School, and serving meals at St. Anthony’s.

Our Board considered Ms. Sears’ knowledge of capital markets and accounting methods and principles, as well as her extensive banking and financial background and experience working in the commercial real estate and REIT industry.

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Our Corporate Governance

The business and affairs of the Company are managed under the direction of our Board, as provided by Maryland law, and the Company conducts its business through meetings of the Board and its four standing committees: the Audit Committee, the Compensation and Management Development Committee, (the “Compensation Committee”), the Nominating and Corporate Governance Committee and the Investment and Finance Committee.

We are committed to exercising and maintaining strong corporate governance practices. We believe that good governance promotes the long-term interests of our stockholders, strengthens Board and management accountability and improves our standing as a trusted member of the communities we serve. Notable features of our corporate governance are set forth below.

Corporate Governance Snapshot

Stockholder Rights and Accountability

Board Practices

Robust Stock Ownership Requirements

See “Executive Compensation—Compensation Discussion and Analysis—Other Matters—Stock Ownership Policy” for more details.

Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and the NYSE rules, a director is not independent unless the Board affirmatively determines that, in addition to not having a disqualifying relationship, as set forth in the NYSE rules, he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries which, in the opinion of the Board would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current NYSE corporate governance rules for listed companies. Our Corporate Governance Guidelines require the Board to review the independence of all directors at least annually. In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition, the Board will determine, considering all relevant facts and circumstances, whether such relationship is material and whether such relationship would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Nominating and Corporate Governance Committee undertook reviews of director independence and made recommendations to our Board as to those directors meeting the requisite NYSE independence standards applicable to serve on the Board and any heightened standards to serve on a committee of the Board. As a result of these reviews, the Board has affirmatively determined that each of Jana Cohen Barbe, Bryce Blair, Richard D. Bronson, Michael D. Fascitelli, Jeffrey E. Kelter, Joseph. D. Margolis, John B. Rhea, J. Heidi Roizen, Janice L. Sears and William J. Stein is independent under all applicable NYSE standards for Board service and under our Corporate Governance Guidelines. In addition, the Board previously determined that Kenneth A. Caplan, Robert G. Harper and Barry S. Sternlicht, who areserved on our Board for a portion of 2020 but were not being nominated forre-election at the Annual Meeting,our 2020 annual meeting of stockholders, were independent under all applicable NYSE independence standards for Board service and under our Corporate Governance Guidelines.

At the committee level, the Board has affirmatively determined that each of the current members of the Audit Committee (Jana Cohen Barbe, Richard D. Bronson, John B. Rhea, andJ. Heidi Roizen, Janice L. Sears)Sears and William J. Stein) is “independent” for purposes of Rule10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and that each of the current members of the Compensation and Management Development Committee (Jana Cohen Barbe, Michael D. Fascitelli, Jeffrey E. Kelter, Joseph D. Margolis and John B. Rhea, and William J. Stein)Rhea) is “independent” for purposes of Section 10C(b) of the Exchange Act. The Board has also affirmatively determined that J. Heidi Roizen,each of Richard D. Bronson and Janice L. Sears, whom the Board will voteplans to appoint to the Audit Committee following the Annual Meeting, is “independent” for purposes of Rule10A-3 of the Exchange Act,Compensation and Joseph D. Margolis, whom the Board will vote to appoint to the CompensationManagement Development Committee following the Annual Meeting, is “independent” for purposes of Section 10C(b) of the Exchange Act.

In making its independence determinations, the Board considered and reviewed all information known to it, including information identified through directors’ questionnaires.

Board Structure

Our Articles of Incorporation and our Bylaws provide that our Board will consist of such number of directors as may from time to time be fixed by the Board, but may not be more than 15 or fewer than the minimum number permitted by Maryland law, which is one.

Our Board is led by our Chairperson, and the Chairperson position is separate from our President and CEO position. We believe that the separation of the Chairperson and President and CEO positions is appropriate corporate governance for us at this time. Accordingly, Mr. Blair serves as Chairperson, while Mr. Tanner serves as our President and CEO. Following the Annual Meeting, our Board plans to appoint Mr. Fascitelli as the Chairperson of the Board, subject to his election at the Annual Meeting, and Mr. Tanner will continue to serve as our President and CEO. Our Board believes that this structure best encourages the free and open dialogue of competing views and provides for strong checks and balances. Additionally, our Chairperson’s attention to Board and committee matters allows the President and CEO to focus more specifically on overseeing the Company’sday-to-day operations, as well as strategic opportunities and planning.

Committees of the Board of Directors; Meetings of the Board of Directors and its Committees

Our Board has established an Audit Committee, a Compensation and Management Development Committee, a Nominating and Corporate Governance Committee and an Investment and Finance Committee. The following table provides the current membership of each of the standing Board committees.

During the year ended December 31, 2019,2020, the Board held five13 meetings, the Audit Committee held sevenfive meetings, the Compensation and Management Development Committee held sixeight meetings, the Nominating and Corporate Governance Committee held threefour meetings and the Investment and Finance Committee held fourfive meetings. In 2019,2020, each director attended at least 75% of the meetings of the Board and of the committees on which he or she served as a member during the time in which he or she served as a member of the Board or such committees. All directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of which they are members and our annual meeting of stockholders. We expect all directors to attend any meeting of stockholders, and all of our directors attended the 20192020 annual meeting of stockholders.

Audit Committee

Compensation and Management Development Committee

Nominating and Corporate Governance Committee

Investment and Finance Committee

Director Nomination Process

The Nominating and Corporate Governance Committee is responsible for recommending to the Board nominees for election as director, and the Board is responsible for selecting nominees for election. This nomination process occurs as part of the nomination of the slate of directors for election at our annual meeting of stockholders and at times when there is a vacancy on the Board or other need to add a director to the Board.

As part of this nomination process, the Nominating and Corporate Governance Committee weighs the characteristics, experience, independence, diversity and skills of potential candidates for election to the Board and, in considering such candidates, also assesses the size, composition and combined expertise of the Board and the extent to which the candidate would fill a present need on the Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, but rather takes into account all factors it considers appropriate such as the individual’s relevant career experience, strength of character, judgment, familiarity with the Company’s business and industry, independence of thought, an ability to work collegially, diversity of background, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations, corporate governance background, financial and accounting background, executive compensation background, relevant industry experience and technical skills and the size, composition and combined expertise of the existing Board.

The Nominating and Corporate Governance Committee may seek referrals and/or receive recommendations from other members of the Board, management, stockholders and other sources, including third party recommendations. The Nominating and Corporate Governance Committee may also retain a search firm to assist it in identifying candidates to serve as directors of the Company. The Nominating and Corporate Governance Committee uses the same criteria for evaluating candidates regardless of the source of the referral or recommendation. When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness.

In connection with its annual recommendation of a slate of nominees for election at the annual meeting, the Nominating and Corporate Governance Committee also may assess the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board. When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on the information discussed in each of the director nominees’ biographical information set forth above.

In connection with its recommendation of a slate of nominees for election at the Annual Meeting, our Nominating and Corporate Governance Committee and the Board also considered that Mr. Bronson reached the age of 76 in 2021 and determined that, because of Mr. Bronson’s expertise, valuable business insights and strong commitment to Invitation Homes, an exception to our general practice to not recommend for reelection a director following his or her 75th birthday is warranted.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. Any recommendation submitted to the Secretary of the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary, Invitation Homes Inc., 1717 Main Street, Suite 2000, Dallas, Texas 75201. All recommendations for nomination received by the Corporate Secretary that satisfy our bylaw requirements relating to such director nominations will be presented to the Nominating and Corporate Governance Committee for its consideration. Stockholders also must satisfy the notification, timeliness, consent and information requirements set forth in our Bylaws. These requirements are also described under the caption “Stockholder Proposals for the 2022 Annual Meeting.”

Composition of the Board Committees

The Board, upon recommendation from the Nominating and Corporate Governance Committee, annually reviews and determines the composition of the committees. Through periodic committee refreshment, we balance the benefits derived from continuity and depth of experience with the benefits gained from fresh perspectives and enhancing our directors’ understanding of different aspects of our business.

As part of our ongoing commitment to proactive Committee refreshment, following the Annual Meeting, the Board will voteplans to electappoint the following members to the standing committees (assuming all director nominees are elected). Neither Mr. Margolis nor Ms. Roizen currently serve on the Board or on any committees of the Board.

Corporate Governance Guidelines

We are committed to exercising strong corporate governance practices. Good governance promotes the long-term interests of our stockholders, strengthens Board and management accountability and improves our standing as a trusted member of the communities we serve.

Our governance structure and processes are guided by key governance documents, including our Corporate Governance Guidelines and Committeecommittee charters, which govern the operation of the Board and its Committeescommittees in the execution of their responsibilities. Our Corporate Governance Guidelines are reviewed periodically by our Nominating and Corporate Governance Committee and, to the extent deemed appropriate in light of emerging practices, changing regulatory requirements and issues raised by our stockholders, revised accordingly upon recommendation to and approval by our Board.

Our Corporate Governance Guidelines, committee charters, and other corporate governance information are available on our website at www.invitationhomes.com under “About Us”—“Investors”—“Corporate Governance”—“Governance Documents.” Any stockholder may also request them in print, without charge, by contacting the Corporate Secretary of Invitation Homes Inc., 1717 Main Street, Suite 2000, Dallas, Texas 75201.

Code of Business Conduct and Ethics

We maintain a Code of Business Conduct and Ethics (the “Code of Conduct”) that is applicable to all of our directors, officers and associates, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. Our Code of Conduct is posted on our website at www.invitationhomes.com under “About Us”—“Investors”—“Corporate Governance”—“Governance Documents.” Our Code of Conduct sets forth our policies and expectations on a number of topics, including, but not limited to, conflicts of interest, compliance with laws, use of our assets, gifts and entertainment, fraud, outside activities, political contributions, bribery, corruption, and business conduct and fair dealing. Our Code of Conduct is a “code of ethics,” as defined by Item 406 of Regulation S-K promulgated by the SEC. We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Conduct on our website rather than by filing a Current Report on Form 8-K and within the time period required under applicable rules and regulations.

Executive Sessions

Executive sessions, which are meetings of thenon-management members of the Board, generally take place at every regular Board meeting. In addition, at least once a year, the independent directors meet in a private session that excludes management and directors who have not been determined independent. At each of these meetings, thenon-management and independent directors in attendance, as applicable, will determine which member will preside at such session.

Code of Business Conduct and Ethics

We maintain a Code of Business Conduct and Ethics (the “Code of Conduct”) that is applicable to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions which is posted on our website at www.invitationhomes.com under “About Us”—“Investors”—“Corporate Governance”—“Governance Documents.” Our Code of Conduct sets forth our policies and expectations on a number of topics, including, but not limited to, conflicts of interest, compliance

Communications with laws, usethe Board

As described in the Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with the Chairperson of our assets, giftsthe Board, the chairperson of any of the Audit, Compensation and entertainment, fraud, outside activities, political contributions, bribery, corruption,Management Development, or Nominating and business conduct and fair dealing. Our CodeCorporate Governance Committees or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to Office of Conduct is a “codethe Chief Legal Officer of ethics,” as defined by Item 406 of RegulationS-K promulgated by the SEC. We intendCompany, at Invitation Homes Inc., 1717 Main Street, Suite 2000, Dallas, Texas 75201, who will forward such communications to make any legally required disclosures regarding amendments to,the appropriate party. Such communications may be done confidentially or waivers of, provisions of our Code of Conduct on our website rather than by filing a Current Report on Form8-K and within the time period required under applicable rules and regulations.anonymously.

Oversight of Risk Management

Our Board and management believe that effective risk management involves our entire corporate governance framework. Both our Board and management have key responsibilities in managing risk throughout the Company. Our Board provides overall risk oversight, both directly and through its committees, to identify and assess the major risks our Company faces, and oversees the policies and procedures for monitoring and controlling such risks.

We face various forms of risk in our business ranging from broad economic, housing market, and interest rate risks, to more specific factors, such as credit risk related to our residents,re-leasing of properties and competition for properties. See Part I. Item I. “Business—Risk Management” and Item 1A. “Risk Factors” in our Annual Report on Form10-K for the fiscal year ended December 31, 20192020 (the “2019“2020 Form10-K”). OurWe believe that the systems and processes developed by our experienced executive team, with the strategic counsel and stewardship of our Board, believes that effective risk management involves our entire corporate governance framework. Both managementallow us to effectively monitor, manage and the Board have key responsibilities in managing risk throughout the Company. The Board has overall responsibility in the oversight of risk management related to the Company and its business.ultimately mitigate these risks. A fundamental part of risk oversight is not only understanding the material risks a company faces and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The Board is supported in its risk oversight function by its Audit Committee (the committee responsible for overseeing our enterprise risk management activities), Compensation and Management Development Committee, Nominating and Corporate Governance Committee and Investment and Finance Committee. Each of these committees regularly meets with and reports to the Board. Management is responsible for identifying material risks, implementing appropriate risk management strategies, integrating risk management into our decision-making process and ensuring that information with respect to material risks is transmitted to senior executives and the Board. Members of the Board regularly meet with members of management and other key personnel who advise the Board on areas of enterprise risk, the Company’s risk mitigation and response strategies and any incidents that have arisen.

One of the most significant risks and uncertainties in 2020 and currently is the potential adverse effects of the ongoing COVID-19 pandemic. We created an internal taskforce to closely monitor the progression of COVID-19 and related developments. This team, led by our senior management, follows the guidance of local, state and national officials, as well as the Centers for Disease Control and Prevention and the World Health Organization as the COVID-19 pandemic continues to evolve. This taskforce provides regular updates to our Board. We have implemented a host of measures in response to the pandemic, including modifying the workplace and adopting new business practices to align with health protocols and changing operational realities. See “The Board of Directors and Certain Governance Matters—Response to COVID-19.” As the COVID-19 pandemic continues to disrupt business activity, our Board plays a critical role by guiding and supporting management as they adapt our operations in response to the pandemic and ensuring that the Company positions itself to emerge from the crisis stronger and more resilient.

Information technology and data security, particularly cybersecurity, are also areas of focus for our Board and its Audit Committee, as our operations are highly dependent upon information systems that support our business processes. Cyber intrusions could seriously compromise our networks and the information stored therein could be accessed, publicly disclosed, misused, lost or stolen. In the face of ever-changing and increasing cyber threats, our Board is well-positioned to guide management in the development of an effective cybersecurity risk program for our Company. The Board or its Audit Committee typically meets no less often than semi-annually with senior information technology personnel to discuss recent trends in cyber risks and reviews our strategy to defend our business systems and information against cyber attacks.

The table below shows the Board’s and management’s key responsibilities in managing and overseeing risk throughout the Company.

Risk Oversight Responsibilities

Our Sustainability Initiatives

Our Board believes that sustainable business practicesAt Invitation Homes, we are criticalcommitted to our long-term success. By integrating environmental, social and governance (“ESG”) initiatives into our strategic business objectives, we seek to drive positive change and create valuecreating an exceptional leasing experience for our stakeholders.

In 2020, sustainability playsresidents and leading the single-family industry by example. As the nation’s premier home leasing company, we have an opportunity to make a pivotal role inprofound impact by offering quality homes where our corporate priorities. Our overarching priorities are: enhance resident loyalty; developresidents can feel safe and careers where our leaders; enhance community care; and drive stakeholder engagement and return. Specifically, we look to continue developing our leadership team to better lead and inspire a diverse workforce, identify and launch a pilot of a signature community giving and volunteerism program, and build out our ESG strategy to embrace more robust efforts around environmental and social categories.

Corporate social responsibility is vitally important to who we are as a company. Our Corporate Social Responsibility Policy is posted on our website www.invitationhomes.com under “About Us”—“Corporate Citizenship”—“Corporate Social Responsibility Policy” and applies to all activities undertaken by or on behalf of Invitation Homes anywhere we operate. This policy encompasses areas of community and associate engagement, human rights, corporate governance and ethics, and environmental initiatives that reflect existing and emerging standards of corporate social responsibility. Additionally, each of our associates’ compensation is tied to the quality of our resident service, as measured by Net Promoter Score (more fully described below under “Executive Compensation—Compensation Discussion and Analysis”).

associates can thrive. Our mission, vision, and values define our daily actions in delivering on our pledge to be a responsible corporate citizen. Our mission statement, “Together with you, we make a house a home”home,” reflects our commitment to a resident-centric business philosophy. The wayIt is important that each day, we carrylive out that mission on a daily basis is reflected in our company’s core values: Unshakable Integrity;values of Unshakeable Integrity, Genuine Care;Care, Continuous Excellence;Excellence, and Standout Citizenship. Our vision isCitizenship as we strive to bebenefit our residents, our associates, our communities, and our stockholders while at the premier choice in home leasing by continuously enhancingsame time advancing efforts that make us more innovative and our residents’ living experiences and communities.processes more sustainable.

We believe that integrating ESG initiatives into our strategic business objectives is critical to our long-term success. In the fourth quarter of 2020, we launched a formal ESG materiality assessment to identify opportunities for us to make the biggest impact in the areas that our stakeholders prioritize. In order to ensure consistent attention and focus on ESG matters, we have created a dedicated, cross-functional ESG taskforce of associates led by executive management. As a part of their role as stewards of our company’s long-term performance, our Board plays a critical role in understanding how ESG issues affect our business strategy and performance and provides oversight with respect to our ESG initiatives and policies. This responsibility is assigned to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee works closely with management and regularly meets with and reports to the Board on our ESG strategy, initiatives, and policies. We also believe in the value of feedback, and we hold ourselves accountable. To that end, we participate in the GRESB Real Estate Assessment for a third-party evaluation of our ESG performance, and have linked this performance to the pricing of our revolving credit facility, whereby improvements in our GRESB score over time can benefit our borrowing costs under the facility. Through our integrated and ongoing approach to sustainability and corporate responsibility, we seek to drive positive change and create value for our stakeholders.

Sustainability and corporate social responsibility are vitally important to who we are as a company. Our guiding social responsibility, business, and workplace policies apply to our directors, officers, associates, and vendors, and they are posted on our website. These policies apply to all activities undertaken by or on behalf of Invitation Homes anywhere we operate. Among other things, these policies encompass areas of community and associate engagement, diversity and inclusion, human rights, corporate governance and ethics, and environmental initiatives that reflect existing and emerging standards of corporate social responsibility. Please visit our Sustainability page on www.invitationhomes.com under “About Us”—“Sustainability” for more information on our sustainability and corporate social responsibility initiatives and principles.

Every day,Environmental Stewardship

Protecting the environment is critically important to us, and our corporate responsibility initiatives help limit the company’s carbon footprint and the environmental impact of our homes. We take our responsibility around carbon emissions very seriously, and we strivecontinue to benefitlook for ways to lower the level of emissions from our homes. While our residents are responsible for utilities that control energy and water usage, we take a proactive approach to improving the environmental footprint of our associates,portfolio by, among other things:

As the climate continues to change, and with a portfolio located in a variety of United States markets that include coastal areas, we recognize the increased likelihood of acute weather events and other climate-related impacts to our business, operations, and homes. We take a proactive approach to protect our properties against potential risks related to climate change and business interruptions, and we recognize that we must continue to adapt our policies, objectives, and processes to improve the resiliency of our physical properties and our shareholdersbusiness.

Social Responsibility

Residents

Our success is fueled by deeply embeddingthe growing demand for high-quality, single-family homes for lease. Many things contribute to an exceptional experience for our values, ethics,residents – the speed and integrity into all thateffectiveness of our service, the quality of our portfolio through our ongoing commitment to maintaining our homes, the Genuine Care we do. Our logo represents four components: home; neighborhood; community;provide in each interaction, and Invitation Homes.

Residents

much more. By offering quality homes in attractive neighborhoods, we believe we give residents the choice to lease a home in a community that may not have otherwise been attainable. We strive to provide our residents with a worry-free leasing lifestyle through service that includes welcoming them with anin-persona home orientation atmove-in, making their lives easier with our Smart Home technology offering, and providing 24/7 maintenance combined with ourbest-in-class ProCare property management service platform. ProCare is an innovative platform designed to provide regular opportunities for us to inspect our assets, proactively address issues, and ensure each home continues to meet our standards.

With the safety and well-being of our residents and associates being our highest priority during the ongoing AssociatesCOVID-19 pandemic, we continue to follow protocols that enable teams to safely provide outstanding service to residents. These protocols include: implementing a safety training program and providing personal protective equipment for all associates; adhering to strict safety protocols for maintenance service trips; leveraging self-show and virtual-tour technology; and offering virtual options for resident move-in orientations and pre-move-out visits. Additionally, while the COVID-19 pandemic has required us to modify our property improvement and maintenance procedures to accommodate resident safety preferences, as a currently designated “essential business” we are completing all maintenance work orders unless a resident reports symptoms of or exposure to COVID-19.

OurIn March 2020, to act on our core values of Genuine Care and Standout Citizenship, we began to offer solutions for residents experiencing financial hardship when requested, including the ongoing creation of payment plans, without late fees, for residents requiring flexibility to meet rental obligations over time. Additionally, we continue to adhere to federal, state, and local restrictions on items such as evictions, collections, rent increases, and late fees as appropriate.

We also believe it is important to listen to our residents, and we take their feedback to heart on our quest to continuously enhance the Genuine Care we provide. We survey residents at each key step in their journey with Invitation Homes, such as at move-in and move-out, and after every in-person interaction they have with an Invitation Homes associate or vendor. We use this feedback to hold ourselves accountable, with all of our associates having a portion of their compensation tied directly to resident satisfaction survey scores. We also use feedback from surveys and focus groups to help inform new service offerings and enhancements we make to the resident experience. In addition to our website and resident surveys, we engage with our residents through monthly resident newsletters, blog posts, and social media campaigns and contests.

Human Capital

Associates are the backbone of our company. Nothing happens without the day-to-day dedication of our invaluable associates. Whether they are a front-line brand ambassador who represents us each and every day with our residents, or a back-of-the-house support team member who ensures we continue to move forward, our associates are our most precious resource.greatest asset. From our focus on associates’ wellbeing, health, and safety to our support for a diverse and inclusive culture, we treat each other fairly and act with honesty, integrity, and respect.

We passionately believe passionately that diverse and inclusive companies make for more innovative, engaged, and happy teams. Our organization makes it a priority to celebratecelebrates diversity and cultivatecultivates a culture of inclusion. In 2019, a grassroots effort in our Dallas headquarters, with the full support of management, led to the creation of a networking and resource group for women. This group held two events in 2019 that were attended by nearly every associate in our Dallas office. Invitation Homes is an equal opportunity workplace dedicated to pursuing and hiring a diverse workforce. In addition, we monitor a variety of diversity demographics and use that data to inform our actions. We are proud that women comprise a meaningful percentage of our executives and senior-level professionals (as of the Record Date):

30% of Executive Committee		47% of Senior Level Professionals

Management establishes and reinforces our Company culture. We recognize the value of our associates and the need for the Company to build and sustain a culture where associates of diverse backgrounds and abilities contribute their unique viewpoints and perspectives to all aspects of the business. In 2020, we launched a purposeful diversity and inclusion (“D&I”) journey pursuant to which we hired a D&I leader and executed a campaign in which our associates were educated on our commitment to D&I.

As of December 2020, over 40% of our associates are female and over 42% of our associates are people of color. We currently have two active Employee Resource Groups (“ERG”), Together With Women and The Black Collective. In 2021, we will further expand our footprint with the launch of multiple ERGs and a continued focus on ensuring significant and meaningful progress against our key D&I metrics. Our D&I stance contributes to our overall business strategy and serves as a catalyst for retaining our associates, recruiting diverse talent, and building beneficial business relationships with key stakeholders. This business imperative will help us increase the diversity of our workforce, retain and upskill our talent, and enhance our company’s culture. In turn, this will progress our standing as an employer of choice and the nation’s premier home leasing company.

We value continuous dialogue with our associates. In May 2020, we launched a new monthly associate survey tool, called “Our Family. Your Voice.”, which replaced a previously used annual survey. In less than eight months’ time, the survey received more than 94% participation and has provided us with manager-level actionable feedback on several key engagement dimensions. We believe that high monthly participation rates are a strong indication of high engagement and recognition that responses will lead to meaningful action.

We recognize the value of providing regular development opportunities for our associates and help them advance their skills and knowledge. In addition to our annual compliance training campaigns, we offer more than 3,000 online learning and development videos designed to help associates build their skills.

We are committed to accelerating the development of our leaders. In 2020, we created and launched a formal leadership program called “Leadership Essentials” that marks the beginning of our journey to build capable and confident leaders that can lead and inspire a diverse workforce in an ever-changing environment. As part of Leadership Essentials training and our commitment to D&I, we included both D&I and Awareness of Unconscious Bias training for our leaders.

We take considerable steps to ensure the health, safety, and well-being of our associates. In 2019, we conducted our first annual associate engagement survey and formed teams to address underlying issues that surfaced in the results. In early 2020, we rolled out two new benefits programs—flexible work arrangements and parental leave—as a direct result of the survey.

Our company’s workplace wellness initiatives, such as onsite health and wellness services, promote healthy habits and demonstrate managerial support for associates’ physical and emotional well-being. Invitation Homes is committed to associate health and welfare by providing a competitive benefits package, including health, dental, vision, term life and disability insurance. In addition, we put the safety of our associates at the forefront of everything we do and as such have established a national safety committee that provides direction, resources and monthly awareness and education initiatives to associates.

We continue to evolve our health and safety processes to help significantly reduce Communitieson-the-job injuries and review and monitor our performance monthly. Our goal is to reduce Occupational Safety and Health Administration recordable incidents every year; and over the past three years, our workplace safety programs have successfully reduced annual on-the-job injuries from 79 to 40, or 49.4%. One of our significant programs in 2020 was to provide “Driving Safety” training for our fleet drivers covering topics like defensive driving techniques and vehicle condition and safety features. Additionally, in response to the COVID-19 pandemic, we established a taskforce that crafted a “Safe Work Playbook” and “Interim Policy Guide,” outlining a consistent way for each of our offices to return to work safely when it is appropriate to do so. We also created formal training for both our field-based and office-based associates to educate and train on these new safety practices and protocols. The majority of our office-based associates continue to work from home and will do so until we determine it is in our and their best interests to fully return to our offices.

We believe it is critically important to maintain a corporate culture that demands integrity and reflects ethical values. Everyone who works at or with Invitation Homes should feel confident about our high ethical standards, our honesty, and our integrity. Our Code of Conduct helps guide us as we collaborate to accomplish our goals together, while holding ourselves individually responsible for our work and accountable for our actions. Our Vendor Code of Conduct is an extension of our values to our vendors and serves to highlight our commitment to ethical business practices and regulatory compliance

Communities

Being a good neighbor is critical in the communities where we do business. This includes volunteering in our local communities and contributing dollars to non-profit organizations doing good in our markets. It also involves the full economic impact of our business on the community, through home renovations completed by local vendors, real estate taxes, homeowners’ association (“HOA”) fees and dues, and locally purchased goods and services. We recognize that the vitality of our business is directly linked to the vitality of the communities in which we operate. We invest in upfront renovations of our homes and maintain them to high standards through timely maintenance services. As of December 31, 2019,2020, we and our predecessors have invested approximately $2.3$2.4 billion in the upfront renovation of homes in our portfolio. We invested approximately $38,000$39,000 per home for upfront renovations completed during the year ended December 31, 2019.2020. Further, we maintain our homes to high standards through timely maintenance services as well as through our proprietary ProCare service. ProCare is an innovative maintenance program designed to provide regular opportunities for us to inspect our assets, proactively address issues, and ensure each home continues to meet our standards. We believe that these investments benefit our communities by creating jobs, enhancing neighborhood appearance and livability, and improving the overall quality of life for our residents and their neighbors. In addition, we believe such investments improve our relationships with local communities and homeowners associationsHOAs and enhance our brand recognition and loyalty.

Our commitment to community includes efforts that make us more innovativeWe believe our values of Genuine Care and sustainable. ProtectingStandout Citizenship should extend beyond the environment is critically important to us, and our sustainability initiatives help limit the carbon footprints and overall environmental impactwalls of our homes. Those initiatives include: Smart Home technology that enables maintenance techniciansoffices and residentsdrive our desire to control thermostats remotely and reduce energy consumption; routing and optimization technology designed to improve scheduling efficiencies forbe a good neighbor in each of our maintenance technicians, which may also result incommunities. While we have a reduced vehicle emissions footprint; standardscompany-wide community impact mantra of performance that require the use“Go Do Good,” much of energy-efficient lighting and appliances; and supply chain management that focuses on our vendors’ sustainability practices and procedures.community engagement is locally driven. We believe that we can respond to local and global environmental challenges by combining our strengths in sustainability, innovation, and partnership.

We also encourageempowering our associates to be good neighborsmake an impact in their localthe communities where they work and reside by partnering with local organizations to provide support to those in need. In addition, each year Invitation Homes associates receive 20 hours of paid time off to volunteer in their communities and help their local neighbors. Together, associates inDuring 2020, many of our corporate officesnonprofit partners and our 16 markets used this time in 2019local organizations offered virtual volunteer experiences that provided safe social distancing options while still enabling us to delivermake an impact, including card and gift showers for the residents and staff of senior living residences and homebound elderly citizens, mentoring and reading, delivering food to veterans and elderly citizens, contribute and packagecontributing food and school supplies, collectcollecting and deliverdelivering toys, cleancleaning beaches, and provideproviding other needed support in their communities. We also offer an annual “There’s No Place Like Home” scholarship contest, awarding scholarships for higher learning to residents, associates, and community members.

Additionally, in 2020, we worked with a leading social impact agency to design a signature social initiative program for Invitation Homes with a targeted pilot launch date in the fall of 2021. The program, “Invitation to Your Dream Job,” will broaden access to essential jobs for diverse students who are pursuing careers in skilled trades fields and help serve as an economic driver in our markets. Once our program is fully realized, we expect to annually help 2,250 individuals and their families move toward meaningful employment and financial security. We will also work to highlight the value of these critical workers in our communities. By providing funding to trade schools across our network, we can directly help people upskill and learn trade skills while shifting the perceptions about trade careers.

Corporate Governance and Ethics

We take very seriously the responsibility that individuals and organizations have chosen to invest in our company, and we strive every day to ensure that our actions result in value for these investors. We believe that goodethical business practices and sound governance promotespromote the long-term interests of our stockholders, strengthensstrengthen Board and management accountability, and improvesimprove our standing as a trusted member of the communities we serve. Our commitmentWe are committed to the principles of good corporate governance is reflectedand have implemented internal policies and procedures to ensure that our governance practices are best in class and align our Corporate Governance Guidelines, which describe the views and policiesinterests with those of our Board.stockholders. See “The Board of Directors and Certain Governance Matters—Our Corporate Governance” for more information about our corporate governance practices.

We believe it is critically important to maintain a corporate culture that demands integrity and reflects our ethical values. We are committed to operating at the highest ethical level and serving as a responsible fiduciary for our stockholders. Everyone who works at or with Invitation Homes should feel confident about our high ethical standards, our honesty, and our integrity. Our daily decisions are driven by our Code of Conduct, which is posted on our website and demonstrates our commitment to our stakeholders to be a responsible corporate citizen and a good business partner. The Code of Conduct helps guide us as we collaborate to accomplish our goals together, while holding ourselves individually responsible for our work and accountable for our actions. See “The Board of Directors and Certain Governance Matters—Code of Business Conduct and Ethics” for more information about our Code of Conduct. The code is supported by associate conduct policies and programs and reinforced through regular associate training. We have zero tolerance in relation to illegal or unethical conduct, and this is articulated in our relevant policies, including policies on conflicts of interest, gifts and entertainment, fraud, sanctions, outside activities, political contributions, and bribery and corruption. AnySee “The Board of Directors and Certain Governance Matters—Code of Business Conduct and Ethics” for more information about our Code of Conduct.

Our confidential compliance hotline is a critical part of our ethics and compliance program. The hotline is available 24 hours a day, 365 days a year and is operated by a third-party compliance management provider, enabling automated and anonymous reporting. We have implemented a “whistleblower” policy that allows our associates to file reports regarding any impropriety on a confidential and anonymous basis and establishes comprehensive procedures for the receipt, retention, investigation, and treatment of reports. The reports are reviewed with our Audit Committee at meetings throughout the year. Neither our company, nor any director, officer, associate, who violates the requirementscontractor, subcontractor, or agent of the Code,company will, directly or indirectly, discharge, demote, suspend, threaten, harass, or in any of our other policies, is subject to disciplinary action up to and including termination.manner discriminate or retaliate against any person who, in good faith, makes a report or assists in investigating a report

We expect the same high standards of those who work with us and represent us, and our Vendor Code of Conduct is an extension of our values to our vendors and serves to highlight our commitment to ethical business practices and regulatory compliance. The Vendor Code of Conduct is posted on our website www.invitationhomes.com under “About Us”—“Corporate Citizenship.Sustainability”—“Governance and Ethical Business Practices”—“Vendor Practices.”

Response to COVID-19

Along with our management, our Board rapidly identified the unprecedented nature of the COVID-19 pandemic and its potential to impact the global economic environment, the industry in which we operate and the way that we conduct our business. The ultimate impacts remain unknown, but could range from macroeconomic effects, such as the potential worsening of global and United States economic conditions and the continued disruptions to, and volatility in, the credit and financial markets, consumer spending, and the market for acquisition and disposition of single-family homes, to more industry-specific effects, including depressed collection rates, higher or lower occupancy levels, restrictions on evictions, collections, rent increases, and late fees and other unanticipated consequences. As such, we are closely monitoring the impact of the ongoing COVID-19 pandemic on all aspects of our business, including operating, investment management, and capital markets activities and will continue to actively manage our response in collaboration with our residents and business partners.

We have implemented a host of measures in response to the pandemic, including modifying the workplace and adopting new business practices to align with health protocols, complying with all applicable Federal, State and local laws, and adapting to changing operational realities. With the safety and well-being of our residents and associates being our highest priority, we continue to follow protocols that enable teams to safely continue providing outstanding service to residents. Below we summarize key actions we have undertaken in response to the pandemic to protect our associates, stockholders and residents.

Director Nomination Process

What we do for our associates:

•  Adhere to a safety training program for all associates (“Safe Work Playbook” and “Interim Policy Guide”), outlining a consistent way for each of our offices to return to work safely when it is appropriate to do so. •  Maintain a supply of masks, gloves, shoe covers, and hand sanitizer for field teams. •  Adhere to strict safety protocols for maintenance service trips. •  Offer virtual options for resident move-in orientations and pre-move-out visits. •  Continue flexible work from home arrangements for the majority of our office-based associates until we determine it is in our and their best interests to fully return to our offices. •  Paid a one-time appreciation bonus in the amount of $1,000 to all associates not eligible to participate in our long-term equity incentive programs. •  Provided 100% no cost sharing of benefits for testing and treatment of COVID-19. •  Allowed for a mid-year election changes to health care and dependent care flexible spending accounts without a qualifying life event. •  Waived seven-day waiting period for short-term disability for associates who tested positive for COVID-19.

What we do for our stockholders:

•  Closely monitor the progression of COVID-19 and related developments via our internal taskforce. •  Regularly inform our Board about all major aspects of our business. Our Board remains actively engaged with management and continues to meet more frequently to understand the unique challenges we are encountering. •  Keep our stockholders updated about our actions in response to the pandemic. •  Maintained our quarterly dividend of $0.15 per share through 2020 and increased it to $0.17 per share beginning with our first quarter 2021 dividend payment.

What we do for our residents:

•  Adhere to strict safety protocols for maintenance service trips. •  Offer virtual options for resident move-in orientations and pre-move-out visits. •  Leverage self-show and virtual-tour technology. •  Offer solutions for residents experiencing financial hardship when requested, including the ongoing creation of payment plans, without late fees, for residents requiring flexibility to meet rental obligations over time. •  Continue to adhere to Federal, State, and local restrictions on items such as evictions, collections, rent increases, and late fees as appropriate.

The Nominating and Corporate Governance Committee is responsible for recommending toCOVID-19 pandemic has changed the Board nominees for election as director, and the Board is responsible for selecting nominees for election. This nomination process occurs as part of the nomination of the slate of directors for election at our annual meeting of stockholders and at times when there is a vacancy on the Board or other need to add a director to the Board.

As part of this nomination process, the Nominating and Corporate Governance Committee weighs the characteristics, experience, independence and skills of potential candidates for election to the Board and, in considering such candidates, also assesses the size, composition and combined expertise of the Board and the extent to which the candidate would fill a present need on the Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, but rather takes into account all factors it considers appropriate such as the individual’s relevant career experience, strength of character, judgment, familiarity with the Company’s business and industry, independence of thought, an ability to work collegially, diversity of background, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations, corporate governance background, financial and accounting background, executive compensation background, relevant industry experience and technical skills and the size, composition and combined expertise of the existing Board. Although in identifying prospective director candidates, our Nominating and Corporate Governance Committee and the Board consider diversity of viewpoints, background and experiences, the Board does not have a formal diversity policy.

The Nominating and Corporate Governance Committee may seek referrals and/or receive recommendations from other members of the Board, management, stockholders and other sources, including third party recommendations. The Nominating and Corporate Governance Committee may also retain a search firm to assist it in identifying candidates to serve as directors of the Company. The Nominating and Corporate Governance Committee uses the same criteria for evaluating candidates regardless of the source of the referral or recommendation. When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with thoselives of our incumbent directors, provide a blendassociates, our residents, and our communities. We are proud of skillshow our team has responded, showing resilience, innovating in real time, and experience to further enhancedemonstrating the Board’s effectiveness.

In connection with its annual recommendation of a slate of nominees for election at the annual meeting, the Nominating and Corporate Governance Committee also may assess the contributions of those directors recommended forre-election in the context of the Board evaluation process and other perceived needs of the Board. When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in lighttremendous value of our resident-centric business philosophy and structure, the Board focused primarily on the information discussed in each of the board member’s biographical information set forth above.

During 2019, the Nominating and Corporate Governance Committee engaged a search firm to provide and to help vet candidates for our Board, as well as to develop an ongoing list of potential candidates who have desired experience and expertise and meet the qualification guidelines described above.

In connection with its recommendation of a slate of nominees for election at the Annual Meeting, our Nominating and Corporate Governance Committee and the Board also considered that Mr. Bronson reached the age of 75 in 2020 and determined that, because of Mr. Bronson’s expertise, valuable business insights and strong commitment to Invitation Homes, an exception to our general practice to not recommend for reelection a director following his or her 75th birthday is warranted. Furthermore, the Board, upon recommendation of the Nominating and Corporate Governance Committee, has nominated two new candidates, Mr. Joseph D. Margolis and Ms. J. Heidi Roizen, to further enhance the diversity of backgrounds and expertise in the boardroom.community.

COMPENSATION OF DIRECTORS

Ournon-employee directors are entitled to receive cash compensation, as well as equity compensation in the form of restricted stock units (“RSUs”), for their Board service. No director employed by us or appointed pursuant to the terms ofMr.  Tanner, our previous Stockholders Agreement with Blackstone receivedPresident and CEO, receives no compensation for serving on our Board in 2019. Accordingly, in 2019, none of Messrs. Tanner, Caplan, Harper, or Stein received compensation for serving on our Board. Mr. Stein will receive compensation for Board service following his election at the Annual Meeting due to the termination of the Stockholders Agreement.

20192020 Annual Director Compensation Program

In 2017, in connection with2020, our IPO, we adopted an annual director compensation program, which was reviewed and adjusted by the Board in May 2019. Effective as of May 30, 2019, eligiblenon-employee directors were entitled to receivereceived annual compensation, as follows:

Director Compensation Table for Fiscal 2020

The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2020.

PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for 2020.2021. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Deloitte to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders do not ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company.

Representatives of Deloitte are expected to be present at the Annual Meeting. They will also have the opportunity to make a statement if they desire to do so, and they are expected to be available to respond to appropriate questions.

Audit andNon-Audit Fees

In connection with the audit of our 20192020 consolidated financial statements, we entered into an agreement with Deloitte, which sets forth the terms by which Deloitte performed audit services for the Company. The following table presents fees for professional services rendered by Deloitte for the audit of our financial statements for 20192020 and 2018,2019, and for fees billed for other services rendered by Deloitte during those periods.

All of the services covered under the captions “Audit fees,” “Audit-related fees,” and “Tax fees” werepre-approved by the Audit Committee. We paid no fees to Deloitte in 2020 or 2019 other than the Audit fees, Audit-related fees and Tax fees set forth in the table above. The Audit Committee considered whether providing thenon-audit services shown in this table was compatible with maintaining Deloitte’s independence and concluded that it was.

Pre-Approval Policy for Services of Independent Registered Public Accounting Firm

Consistent with SEC policies regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee has established procedures relating to its approval of all audit andnon-audit services that are to be performed by our independent registered public accounting firm and, except where services may bepre-approved under authority delegated by the Audit Committee, the Audit Committeepre-approves all audit and permittednon-audit services provided by any independent registered public

PROPOSAL NO.3—NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act) and the related rules of the SEC, we are including in these proxy materials a separate resolution subject to stockholder vote to approve, ina non-binding advisory vote, the compensation paid to our named executive officers as disclosed in this Proxy Statement. While the results of the voteare non-binding and advisory in nature, the Compensation and Management Development Committee and the Board intend to carefully consider the results of this vote.

The text of the resolution in respect of Proposal No. 3 is as follows:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion, is hereby APPROVED.”

In considering their vote, stockholders may wish to review with care the information on our compensation policies and decisions regarding the named executive officers presented in “Compensation Discussion and Analysis,” as well as the discussion regarding the Compensation and Management Development Committee in “The Board of Directors and Certain Governance Matters—Committees of the Board of Directors; Meetings of the Board of Directors and its Committees—Compensation and Management Development Committee.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE

APPROVAL OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under the discussion of “The Board of Directors and Certain Governance Matters—Committees of the Board of Directors; Meetings of the Board of Directors and its Committees—Audit Committee.” Under the Audit Committee charter, our management is responsible for the preparation, presentation and integrity of our consolidated financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our consolidated financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States.

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited consolidated financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed under applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Company be included in its Annual Report onForm 10-K for the fiscal year ended December 31, 2019,2020, filed with the SEC.

Submitted by the Audit Committee of the Board of Directors:

Janice L. Sears, Chairperson

Jana Cohen Barbe

Richard D. BronsonJ. Heidi Roizen

John B. RheaWilliam J. Stein

REPORT OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE

The Compensation and Management Development Committee has reviewed and discussed the following Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation and Management Development Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2019,2020, filed with the SEC.

Submitted by the Compensation and Management Development Committee of the Board of Directors:

John B. Rhea, Chairperson

Jana Cohen Barbe

Michael D. Fascitelli

Jeffrey E. Kelter

William J. SteinJoseph D. Margolis

EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is certain information regarding each of our current executive officers.

  DALLAS B. TANNER

Title:President and Chief Executive Officer

Age:39 40

Mr. Tanner has served as our President and CEO and a Board member since January 2019. As a founding member of our business, Mr. Tanner has been at the forefront of creating the single-family rental industry. Since the founding of Invitation Homes in April 2012, he has served as Executive Vice President and Chief Investment Officer, and from August 2018 to January 2019 as Interim President. Prior to our IPO in February 2017, he served on the boards of the Company’s predecessor entities.IH Holding Entities. Mr. Tanner has almost 20 years of real estate experience through the establishment of numerous real estate platforms. In 2005, he founded Treehouse Group, for which he privately sourced funds for platform investments, including single-family rental homes, multifamily properties, manufactured housing, residential land, bridge financing and property management. Mr. Tanner continues to be involved in Treehouse Group’s interest in Pathfinder Ventures, a Southwest-focused commercial real estate fund. In addition, he was a partner in thea successful acquisition of First Scottsdale Bank of Arizona. Mr. Tanner served on the Maricopa County (Arizona) Flood Control Board and on the advisory board of First Scottsdale Bank. He is actively involved in American Indian Services and served as a missionary in the Netherlands and Belgium.

  ERNEST M. FREEDMAN

Title:Executive Vice President and Chief Financial Officer

Age:49 50

Mr. Freedman has served as our Executive Vice President and Chief Financial Officer since October 2015. Mr. Freedman previously served as Executive Vice President and Chief Financial Officer of Apartment Investment and Management Company (“Aimco”) from 2009 to 2015. Mr. Freedman joined Aimco in 2007 as Senior Vice President of Financial Planning and Analysis and served as Senior Vice President of Finance from February 2009 to November 2009, where he was responsible for financial planning, tax, accounting and related areas. From 2004 to 2007, Mr. Freedman served as Chief Financial Officer of HEI Hotels and Resorts. From 2000 to 2004, Mr. Freedman was at GE Real Estate in a number of capacities, including operations controller and finance manager for investments and acquisitions. From 1993 to 2000, Mr. Freedman was with Ernst & Young, LLP, including one year as a senior manager in the real estate practice. Mr. Freedman is a certified public accountant.

  MARK A. SOLLS